First Amendment to Contingent Asset Sale Agreement

Exhibit 10.22

First Amendment to Contingent Asset Sale Agreement

     This First Amendment to Contingent Asset Sale Agreement is made effective January 22, 2007 by and between Alderwoods Group (California), Inc. ("Seller") and Carriage Cemetery Services, Inc., a Texas corporation ("Buyer");

     WHEREAS, SCI Funeral Services, Inc. ("SCI Funeral Services") and the Buyer entered into an Contingent Asset Sale Agreement dated November 22, 2006 (the "Agreement");

     WHREAS, the Seller executed a Seller Joinder assuming all obligations of the Seller under the Agreement, whereupon SCI Funeral Services was released therefrom; and

     WHEREAS, Seller and Buyer wish to amend that Agreement in the manner set forth below.

     NOW THEREFORE, in consideration of the premises and agreements herein contained, the Parties intending to be legally bound hereby agree to amend certain sections of the Agreement as follows:

     1. Section 5.16(b) of the Agreement is hereby amended in its entirety so that